(a) Lessee shall at all times cause an amount not less than the Liquidity
Amount to be deposited in the Liquidity Account.



(b) Lessee assigns and pledges to Lessor, and grants Lessor a security
interest in, all of Lessee’s right, title and interest in and to the Liquidity
Account and all amounts held therein and all of Lessee’s rights thereto as
additional security for all of Lessee’s obligations hereunder and under the
other Lease Documents. Upon the request of Lessor, Lessee shall take all
action reasonably necessary to protect and preserve such security interests in
favor of Lessor. Lessee shall execute and deliver to Lessor any instrument
Lessor shall reasonably request to further evidence the creation of or to
perfect such pledge and security interest.



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(Aircraft Lease MSN 42000181)



(c) No amounts on deposit in the Maintenance Reserve Account shall be credited
toward Lessee’s obligations under this Section.



(d) If the Liquidity Account shall contain an amount less than the Liquidity
Amount, it shall not be an Event of Default hereunder if Lessee shall cause
the amount of any such shortfall to be deposited in the Liquidity Account
within thirty (30) days of receipt of notice of such deficiency from Lessor;
\_provided\_ , that Lessee shall not have a right to cure any such deficiency on
more than two (2) occasions during any twelve-month (12-month) period.



4.5 \*\*Operating Accounts\*\*. Lessee and Guarantors shall hold all operating
accounts with Lessor or its subsidiaries or affiliates (other than accounts
related to capital account transactions, i.e., proceeds from Reg A+ offerings,
or accounts relating to credit cards).